Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Topsec Technologies Group Inc(002212) “striver” phase I employee stock ownership plan (Draft) March 2002
statement
The company and all members of the board of directors guarantee that the contents of this ESOP are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Risk statement
1. The company’s employee stock ownership plan can be implemented only after it is approved by the company’s general meeting of shareholders. There is uncertainty whether the employee stock ownership plan can be approved by the company’s general meeting of shareholders.
2. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3. If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan will be lower than the expected scale. 4. The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1、 Topsec Technologies Group Inc(002212) (hereinafter referred to as ” Topsec Technologies Group Inc(002212) ” or “the company”) “striver” phase I employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”) is the company’s guidance on the pilot implementation of employee stock ownership plan by Listed Companies in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guidance on the pilot implementation of employee stock ownership plan by listed companies The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, rules, normative documents and the articles of association were formulated. 2. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no forced employee participation in the stock ownership plan such as apportionment and forced distribution.
3. The participants of this ESOP are directors (excluding independent directors), senior managers, core managers of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries. The total number of participants in this stock ownership plan is no more than 240 (excluding employees who may be redistributed in the future), including 4 directors (excluding independent directors) and senior managers. The specific number of participants is determined according to the actual contributions of employees.
4. The capital source of this ESOP is the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company will not provide financial assistance or guarantee loans to the participants in any way.
5. The share source of this ESOP is the shares repurchased by the company’s special account for repurchase, of which 23719000 shares are used for employees participating in this ESOP, accounting for 2.00% of the company’s current total share capital. After the employee stock ownership plan is approved by the general meeting of shareholders of the company, the employee stock ownership plan will transfer the A shares repurchased by the company through non trading transfer and other ways permitted by laws and regulations.
6. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the shares of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The total number of the above subject shares does not include the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
7. In this ESOP, the company’s shares held in the company’s special securities repurchase account are transferred, and the transfer price is 6 yuan / share.
8. The duration of the employee stock ownership plan is 84 months, which is calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. The underlying shares obtained by the employee stock ownership plan are unlocked in three phases. The unlocking time points are 12 months, 24 months and 36 months from the date when the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan. The proportion of the underlying shares unlocked in each phase is 33%, 33% and 34% respectively, The specific unlocking proportion and quantity of each year shall be calculated and determined according to the company’s performance appraisal objectives and the performance appraisal results of the holders (the disposal arrangement of some shares that may be recovered by the management committee in the future shall be decided by the management committee, including but not limited to the redistribution of shares, and the corresponding locking period, unlocking arrangement and performance appraisal shall be determined). 9. During the duration, the employee stock ownership plan is managed by the company itself. A management committee shall be established for the ESOP to exercise shareholders’ rights on behalf of the holders of the ESOP and carry out daily management of the ESOP. 10. Before the implementation of the employee stock ownership plan, the company has solicited the opinions of employees through the employee congress. After the board of directors of the company deliberates and approves the employee stock ownership plan, the company will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders for deliberation and implement it after being approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
11. The financial and accounting treatment and tax and other issues of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system. The relevant taxes that employees need to pay due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
12. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
interpretation…… 7 I. purpose of employee stock ownership plan 8 II. Basic principles of employee stock ownership plan 9 III. participants and determination criteria of employee stock ownership plan 9 IV. scale, stock source, capital source and purchase price of employee stock ownership plan 11 v. duration, lock-in period and performance evaluation of employee stock ownership plan 13 VI. participation mode of shareholding plan during financing of the company during the duration 17 VII. Management mode of employee stock ownership plan 17 VIII. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests 22 IX. disposal of shares held by employees after the expiration of the employee stock ownership plan 25 X. accounting treatment of employee stock ownership plan 26 Xi. Procedures for implementing the employee stock ownership plan 26 XII. Relationship between shareholding plans and concerted action 27 XIII. Other important matters twenty-seven
interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Topsec Technologies Group Inc(002212) , the company and the company refer to Topsec Technologies Group Inc(002212)
Employee stock ownership plan and this employee stock ownership plan refer to the first phase of employee stock ownership plan of Topsec Technologies Group Inc(002212) “striver”
Draft employee stock ownership plan and this draft plan refer to Topsec Technologies Group Inc(002212) “striver” phase I employee stock ownership plan (Draft)
Holder refers to the object participating in the employee stock ownership plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Topsec Technologies Group Inc(002212) “striver” phase I employee stock ownership plan
The underlying stock refers to Topsec Technologies Group Inc(002212) a ordinary shares
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
The articles of association refers to the articles of association of Topsec Technologies Group Inc(002212) company
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
1、 Purpose of employee stock ownership plan
The company’s main business focuses on the field of network security, which belongs to a typical knowledge intensive and technology intensive industry. In the environment of increasingly fierce talent competition in the industry, the core element of network security construction is network security talents, and the competition in network security space is talent competition in the final analysis. Therefore, the company has always been committed to improving the internal employee incentive mechanism, continuously launching incentive schemes in line with the company’s development needs, providing necessary guarantee for retaining and Attracting key core talents, and providing necessary support for solid talent competition strength. The company, in accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, administrative regulations, rules, normative documents and the articles of association, The draft employee stock ownership plan has been formulated.
The specific purposes of the company’s launch of this employee stock ownership plan are as follows:
(I) further optimize the company’s equity structure to ensure the long-term and stable development of the company.
Based on the critical period of accelerating the implementation of the company’s strategy and business expansion, the company’s key core personnel hold shares of the company through this employee stock ownership plan, which will further optimize the company’s equity structure, improve the governance mechanism, improve the company’s long-term and effective incentive and restraint mechanism, and ensure the long-term and stable development of the company.
(II) further deepen the concept of partnership entrepreneurship and realize the deep binding between important core personnel and the long-term growth value of the company.
The participants of this employee stock ownership plan are core key personnel who play an important role in the overall performance and medium and long-term development of the company. While continuously promoting the implementation of the company’s strategy, business expansion and efficiency improvement, the company provides longer-term incentives for the value created by employees, and promotes the deep binding of important core personnel with the company’s long-term growth value, which is conducive to giving full play to the subjective initiative of the core team, taking the initiative to assume the responsibility for the company’s long-term development and growth, constantly improving business performance and strengthening the company’s long-term competitive advantage, Ensure the realization of the company’s strategy and long-term business objectives.
(III) ensure the realization of the company’s strategy and business objectives and bring more efficient and lasting returns to shareholders. In order to seize the development opportunities of the industry, continuously improve competitiveness and achieve the company’s strategy and business objectives, the company level performance assessment objectives of the employee stock ownership plan are mainly the target of net profit growth rate, supplemented by the target of operating income growth rate. The target of net profit growth rate can truly reflect the profitability of the company. It is an effective index to measure the operating efficiency of the enterprise and the final embodiment of the growth of the enterprise; The target of operating revenue growth rate can truly reflect the company’s operation and market conditions, and is one of the important indicators to predict the company’s business expansion trend. The setting of the company’s performance assessment objectives is based on the company’s historical performance, industry development, market competition and the company’s future development plan and other relevant factors, focusing on the goal of net profit growth rate that truly reflects the company’s profitability and growth. It is challenging and helps to further improve the company’s competitiveness and mobilize the enthusiasm of employees, so as to ensure the realization of the company’s future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
2、 Basic principles of employee stock ownership plan
(I) principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the ESOP by the company follows the independent decision of the company and the voluntary participation of employees. The company does not force employees to participate in the ESOP by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
3、 Determination and participation criteria of employee stock ownership plan
(I) legal basis for determining the participants
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
(II) job basis for determining participants
The participants of this ESOP are directors (excluding independent directors), senior managers, core managers of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries. All participants must have employment, employment or labor relations with the company or its subsidiaries during the duration of the employee stock ownership plan.
The total number of participants in this ESOP shall not exceed 240 (excluding employees who may be redistributed in the future). The specific number of participants shall be determined according to the actual contributions of employees. The participation of the above employees in this ESOP follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.
(III) participants and distribution proportion of this ESOP
The employee stock ownership plan takes “shares” as the subscription unit, each share is 1 yuan, and the shareholding is calculated
